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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 15, 2007
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-15006 13-3191702
(State or other (Commission file number) (IRS employer
jurisdiction identification no.)
of incorporation)
119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(781) 433-0771
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) LIBC/3057888.2
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Item 3.01-Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 15, 2007, AVANT Immunotherapeutics, Inc. (the "Company")
received a letter from the Listing Qualifications Department of The NASDAQ Stock
Market indicating that the Company is not in compliance with NASDAQ Marketplace
Rules 4450(b)(1)(A) and (B) because the Company's market value and total assets
and revenue have been below the minimum $50,000,000 requirement for the last 10
consecutive trading days. This notification has no effect on the listing of the
Company's common stock at this time. The Company will have 30 calendar days, or
until September 14, 2007, to regain compliance in accordance with Marketplace
Rule 4450(e)(4). The Company will seek to regain compliance within the 30-day
cure period.
To regain compliance, on August 20, 2007, the Company applied to list its
common stock on the NASDAQ Capital Market and NASDAQ will determine whether the
Company meets the NASDAQ Capital Market continued listing criteria. Because the
Company has submitted a transfer application to the NASDAQ Capital Market before
September 14, 2007, the initiation of the delisting proceedings will be stayed
pending NASDAQ's review of the application.
On August 21, 2007 the Company issued a press release announcing its
receipt of the notification letter. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August 21, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AVANT IMMUNOTHERAPEUTICS, INC.
Dated: August 21, 2007 By: /s/ Avery W. Catlin
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Avery W. Catlin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following designated exhibit is furnished herewith:
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August 21, 2007
Exhibit 99.1
AVANT Receives NASDAQ Deficiency Notice Relating to Market Value
NEEDHAM, Mass.--(BUSINESS WIRE)--Aug. 21, 2007--AVANT
Immunotherapeutics (Nasdaq: AVAN) announced today that on August 15,
2007 it received a letter from The NASDAQ Stock Market stating that
for the last 10 consecutive business days, the market value for
AVANT's common stock has been below the $50,000,000 minimum
requirement for continued inclusion under NASDAQ Marketplace Rule
4450(b)(1)(A) and that AVANT's total assets and revenue were below the
$50,000,000 requirement under Rule 4450(b)(1)(B).
In accordance with NASDAQ Marketplace Rule 4450(e)(4), AVANT has
30 calendar days, or until September 14, 2007, to regain compliance by
maintaining the market value of its listed common stock at $50,000,000
or more for a minimum of 10 consecutive business days or,
alternatively, AVANT may apply to transfer for listing on the NASDAQ
Capital Market. The NASDAQ letter has no effect on the listing of
AVANT's common stock at this time.
AVANT has sought to regain compliance within this cure period by
applying to transfer the listing of its common stock to The NASDAQ
Capital Market. The initiation of the delisting proceedings will be
stayed pending NASDAQ's review of AVANT's transfer application, which
was submitted on August 20, 2007. There can be no assurance that
NASDAQ will grant AVANT's request for transfer as a result of this
process. In addition, AVANT has retained Needham & Company, LLC to
assist AVANT in evaluating other strategic alternatives.
Additional information on AVANT Immunotherapeutics, Inc. can be
obtained through our site on the World Wide Web:
http://www.avantimmune.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995: This release includes forward-looking statements
that are subject to a variety of risks and uncertainties and reflect
AVANT's current views with respect to future events and financial
performance. There are a number of important factors that could cause
the actual results to differ materially from those expressed in any
forward-looking statement made by AVANT. These factors include, but
are not limited to: (1) the integration of multiple technologies and
programs; (2) the ability to adapt AVANT's vectoring systems to
develop new, safe and effective orally administered vaccines against
anthrax and plague or other any other microbes used as bioweapons and
other disease causing agents; (3) the ability to successfully complete
product research and further development, including animal,
pre-clinical and clinical studies, and commercialization of
CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine, VLPs and other
products and AVANT's expectations regarding market growth; (4) the
cost, timing, scope and results of ongoing safety and efficacy trials
of CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine and other
preclinical and clinical testing; (5) the ability to negotiate
strategic partnerships or other disposition transactions for AVANT's
cardiovascular programs, including TP10 and CETi; (6) the ability of
AVANT to manage multiple clinical trials for a variety of product
candidates; (7) AVANT's expectations regarding its technological
capabilities and expanding its focus to broader markets for vaccines;
(8) the Company's expectations regarding the cost of funding its
development partnership with Select Vaccines Limited for the influenza
vaccine, the opportunity to extend to other disease targets, and
AVANT's ability to develop products through this collaboration; (9)
changes in existing and potential relationships with corporate
collaborators; (10) the availability, cost, delivery and quality of
clinical and commercial grade materials produced at AVANT's own
Manufacturing facility or supplied by contract manufacturers and
partners; (11) the timing, cost and uncertainty of obtaining
regulatory approvals; (12) the ability to develop and commercialize
products before competitors that are superior to the alternatives
developed by competitors; (13) the ability to retain certain members
of management;(14) AVANT's expectations regarding research and
development expenses and general and administrative expenses; (15)
AVANT's expectations regarding cash balances, capital requirements,
anticipated royalty payments (including those from Paul Royalty Fund),
revenues and expenses, including infrastructure expenses; (16) our
belief regarding the validity of our patents and potential litigation;
and (17) certain other factors that might cause AVANT's actual results
to differ materially from those in the forward-looking statements
including those set forth under the headings "Business," "Risk
Factors" and Management's Discussion and Analysis of Financial
Condition and Results of Operations" in each of AVANT's Annual Report
on Form 10-K, its Quarterly Reports on Form 8-K, as well as those
described in AVANT's other press releases and filings with the
Securities and Exchange Commission, from time to time. You should
carefully review all of these factors, and you should be aware that
there may be other factors that could cause these differences. These
forward-looking statements were based on information, plans and
estimates at the date of this press release, and AVANT does not
promise to update any forward-looking statements to reflect changes in
underlying assumptions or factors, new information, future events or
other changes.
CONTACT: AVANT Immunotherapeutics, Inc.
Una S. Ryan, Ph.D., 781-433-0771
President and CEO
or
Avery W. Catlin, 781-433-0771
Chief Financial Officer
info@avantimmune.com
or
For Media:
Kureczka/Martin Associates
Joan Kureczka, 415-821-2413
jkureczka@comcast.net